Under the agreement, in exchange for all CRi’s outstanding equity securities, Caliper will issue common stock valued at approximately $10.5 million, pay cash of approximately $7.5 million, and assume CRi indebtedness of approximately $2.0 million.

CRi’s revenues are expected to be approximately $12 million this year. Caliper also expects CRi’s technology to deliver a 20% or more growth rate upon reconfiguration and integration into Caliper’s portfolio and operations.

CRi’s products integrate a multispectral imaging technology with proprietary image-analysis algorithms. Its products are being used in universities, medical institutions, and pharmaceutical and biotechnology companies around the globe.

Nuance and another CRi product, TRIO, are used for multispectral imaging on brightfield and fluorescence microscopes, inForm is automated image analysis software, Maestro™ is used for in vivo optical imaging, and Vectra for high-throughput slide imaging and analysis.

“CRi’s advanced platforms add an important new dimension of capability to our suite of next-generation life science tools and positions Caliper to further address biomarker discovery and companion diagnostics solutions for personalized medicine development programs,” notes Kevin Hrusovsky, president and CEO of Caliper Life Sciences. “This acquisition extends the reach of Caliper’s proprietary offerings along the in vitro to in vivo bridge by filling the gap in tissue-analysis platforms.”

CRi’s headquarters and manufacturing operations will be consolidated with Caliper’s existing operations in Hopkinton, MA. The manufacturing relocation is expected to occur in mid-2011, at which time the CRi Woburn, MA, facility will be closed.

Approximately 75% of CRi’s 49 employees will be offered continuing employment with Caliper. Overall, Caliper expects to incur restructuring, integration, and initial capital investment costs of approximately $2.5 million, occurring mainly in 2011. Business combination synergy cost benefits are anticipated to be between $2.5–$3.0 million per year, which will be fully phased in by the end of 2011. The transaction is expected to be EBITDA accretive in 2011.

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